Spider's Song
by Sode no Shirayuki1411
Summary: Penny Parker joins a charity cause, dressing up as a superhero and singing to raise money. But love, gorgeous girls, betrayal, gorgeous girls, strict singing teachers, gorgeous girls and the stress of being a silly teenage girl in a super-singers world might get her all tied up! Did she mention the gorgeous girls? Yuri, yaoi het. Multiple pairings. Genderbent EVERYONE!
1. Chapter 1

**Hi everyone! Here's my new fic!**

 **In the past several people have asked me for one-shots (I do requests), I would just like you to know that my laptop broke and I'm too cheap to get a new one but when I do I will write those one-shots.**

 **This is mostly a yuri fic and I have never written yuri before so please be patient with me. Also, as you may have noticed this is a genderbend, but a few characters will keep their original gender, Aunt May, Coulson, Norman, Doc Ock are the only ones I can think of. If you have ideas for the names of any genderbent characters please let me know. Also pairings, there will be many, many pairings so if there's one you'd like to see, please let me know.**

 **Pairings will definitely include Peter x Sam, Peter x Harry, Luke x Danny and Cloak x Dagger.**

 **Other than that, nothing! Please enjoy! I don't own Spider-Man, I just own the plot.**

* * *

Chapter 1: Who Says

* * *

15-year-old Penelope Parker, more commonly known as 'Penny' was cycling home from her school, Midtown High, when she noticed a bright yellow flyer tacked to a pin-up board outside a bakery she always passed.

Since Penny knew the bakery often posted leaflets for events and similar things she took a closer look at the piece of paper. It was the colour of the flyer that had originally caught Penny's attention. Which, she supposed, was probably the intention of its creator.

When she got off her bike and took a closer look she saw it was for a charity that had become big over the last twenty years, S.H.I.E.L.D.

S.H.I.E.L.D stood for Support Humanity In Every Last Day or something like that, Penny wasn't totally sure, she and Aunt May always donated spare change to boxes in supermarkets and restaurants and stuff but they weren't exactly rolling in money so Penny usually didn't have a whole lot to do with charities or donating.

This time however, the subject of the flyer caught and held her interest.

S.H.I.E.L.D was holding something called a 'Superhero Singing Contest.'

It was being sponsored by ten big names, Penny caught sight of a few like Warren Worthington II, Antonia Stark and Norman Osborn, father of Penny's own best friend Harriet.

Curious, Penny took the flyer home and looked up the contest.

The idea was that participants paid five dollars to join up, invented their own superhero and a costume for that hero, dressed up as that hero and sang a song.

For every person who voted for you one of the sponsors would donate a dollar to the cause S.H.I.E.L.D was trying to raise money for, this time it was children in Africa, similar to Save the Children.

If you made it to round two, (they were thinking 100 people would be picked for round two but it depended on how many people signed up) the sponsors would donate two dollars, round three with fifty people three dollars and so on until at the end of round six when the celebrities paid six dollars for every vote and the winner was declared.

Penny blinked, all of the contestants would be divided by ten with a celebrity sponsoring each of them, even if only one hundred people voted each round that was still 1-6 dollars six times for anywhere to three to over one hundred people, depending on how many people competed in round one and how many people sponsored by each sponsor got eliminated. She quickly did the math and her head spun at how much money that could end up being. She knew these ten were multi-millionaires but still… This was huge, even for S.H.I.E.L.D, a charity well known for being both effective and ambitious.

Idly Penny wondered what sort of blackmail material the lady who ran S.H.I.E.L.D, a woman named Nicola Fury, might have on these celebrities, CEO's etc.

The contestants had to pay five dollars to even enter and make their own costumes and the whole thing was completely pro-bono so they didn't get anything but the winner would be signed up with a recording studio and could produce their own album.

 _If_ they wanted. Part of the superhero gimmick was obviously the whole raise money for charity=be a hero idea, the other part was to appeal to people usually too shy to sing in front of others or who didn't want the hassle/fame of people knowing who they were, so if they didn't want to unmask and make their own album or had no interest in being a singer for money they could decline and the record deal would go to the first runner up or the second or the next person in line who wanted it. The more Penny read the bigger her smile got. Penny was one of those people who was generally too shy to speak-up in public, let alone be a singer but she _loved_ to sing, the amount of injuries she had sustained from dancing around the house singing into hairbrush was ridiculous, as her friend MJ who used to live next door, could attest. She got it from her Aunt May who spent half her time listening to her iPod while playing an air guitar.

This competition sounded _awesome!_ It had the potential to be a _huge_ flop but what great idea didn't? This idea was amazing! Spectacular! Ultimate even!

Okay maybe that was a slight over-exaggeration. But still!

"Aunt May!" Penny yelled.

* * *

After Penny and Aunt May, giggling, put Penny's name down for the contest and Penny tried to persuade Aunt May to sign up too they sat down at the table.

"So, have you thought about what your superhero name will be?" May asked, they had until next Friday to come up with one and until the first Friday of next month to finish her costume and practice her song. Contestants would get dressed up and come into one S.H.I.E.L.D's headquarters and get filmed there. S.H.I.E.L.D uploaded the video online and people watched them and voted.

Penny idly watched a spider crawl across the table before trapping it under a glass and taking it outside. When she was a kid and first came to live with her aunt and uncle, Uncle Ben had told her that spiders meant good fortune so she'd liked them ever since then.

"Spider-Woman," she said happily, "I want to be Spider-Woman."

"Spider-Woman," Aunt May echoed, knowing what her husband had told their niece, "I love it."

* * *

Two weeks later and Penny's costume was complete. If it wasn't for her Aunt May it would look like a red and blue onesie with feet but this actually looked pretty cool with webbing all over the red parts and clinging to her body, showing of her actually rather nice figure rather than looking like something she'd sleep in.

"Hey Harry!" Penny said, slinging an arm around her best friend's shoulders, "you competing in S.H.I.E.L.D's Superhero Singing Competition?

The auburn-haired billionaire heiress smiled, a smile that guaranteed anyone would stop and stare. And then keep staring even as they walked straight into traffic.

"My father's already donating, he doesn't need my help," she laughed. Harry flicked her hair, making a group of boys stop and stare, one of them walked into an open locker door.

"What about you?" She asked.

Penny blinked innocently, "who me?" She asked rhetorically.

She was planning on telling Harriet, but not right now.

One of the boys, one of the very few immune to Harriet's charms smiled and walked up to them.

Harriet Osborn was one of Penny's two closest (okay, only) friends, Marko-John 'MJ' Watson was the other.

Whereas Penny and Harry had met in high school and quickly formed a friendship, including Harriet always being the one to defend Penny from bullies and Penny helping Harry with her homework, Penny and MJ had known each other since childhood, having once been next-door-neighbours.

They'd even tried dating once, as pre-teens but Penny had always known her interests lay *ahem* _elsewhere,_ and, it turned out, so did MJ's so they'd just stayed friends.

And if Penny's heartbeat quickened a little whenever Harry pulled out _that smile_ well that was no-one's business but her own.

"Hey Parker~!" A voice sang.

Penny sighed mentally Eugena 'Flash' Thompson was her biggest bully, always had been, but that wasn't the real problem…

Harry stepped between the two, "what do you want Flash?" She asked bluntly.

Flash was several inches taller than Harriet and also several pounds heavier but Harry intimidated her, Harry intimidated everyone. She was the most beautiful, rich, popular and nicest girl in school and even though she wasn't the most _book-smart_ person on the planet her mind was still razor-sharp. Flash was the stereotypical tall, blonde, blue-eyed head cheerleader and netball player the Queen Bee of the school, but that balance of power could easily change and they all knew it. So Flash tried not to piss off Harry.

Unfortunately for all involved Flash had had it out for Penny, Harry's best friend, since the day they met.

"I just wanted to say hi!" Flash said sweetly with an eyelash bat no-one believed.

"Hi," said Penny from behind Harry, peeking out from around her friend, she was a few inches taller but Penny would die if she walked around in three-inch heels the way Harry always did.

"See ya in class," said Flash before sauntering off, that was code for 'I'll-stick-gum-in-your-hair-when-Osborn-isn't-around'.

Harry watched her go with a razor gaze, Penny watched the flick of Flash's cheerleader skirt and the bounce of her perfect blonde hair before sighing and 'thunking' her own head against her own locker door.

Yeah, the real problem about Flash was that she was _so damn attractive._ If she wasn't, Penny's life would be so hard.

* * *

Penny picked 'Who Says' by Selena Gomez as her first song, it was bright, catchy and inspirational, exactly Penny's kind of song. Plus, she'd hurt herself at least eight or nine times dancing around to it so there was that too. Aunt May always said pain was art.

After filming Penny went out the back, still in her costume, she'd change in the public bathroom next door, when she heard a scuffle.

Penny peaked around the corner of the building and saw a guy pushing around a teen boy about her age, the older guy she recognized, he was the 'superhero' calling himself Trapster, he and his friends had been one spot ahead of her in the line for filming their songs.

He had one of his glue guns and was poking the teen with it teasing him about his singing and prodding him to know who was under the guy's fairly cool looking helmet.

Penny bit her lip, the first rule of being a teenaged girl, actually, the first rule of being a woman in general, was stay quiet and don't get involved. Because some people, like Paste-Pot Pete didn't respect other's right to inhabit space, and that usually went double for women.

Not to mention he was about twice Penny's size and probably weighed more than that. The woes of being 5'4.

But Penny's virtues, ones that Uncle Ben had always nurtured and Aunt May continued to do so, told her she couldn't just stand by.

As Trapster shoved the teenager onto the hard cement Penny decided she had to do something.

She stuck her masked head back through the door, "can we get some help out here?" She asked, stupid S.H.I.E.L.D didn't even have security.

She ran up behind Trapster and yanked the gun out of his hand.

"Come on Trappy, we're supposed to be heroes, can't we all just get along?" She asked.

He turned to glare at her, "and who're you?!"

"I'm your friendly neighbourhood Spider-Woman," Penny said, this had been a really bad idea. Still, she ducked around Trapster and helped the younger teen up, ushering him inside, just as Trapster swung the other glue gun at her.

"Outta my way kid!" He snarled, the gun hit Penny in the side of the head, just as three people ran towards them. One was the camera man, still holding the camera.

The gun hit her hard. Penny's last thought before she blacked out was that she hoped they weren't still filming.

* * *

 _Who says, who says you're not perfect?_  
 _Who says you're not worth it?_  
 _Who says you're the only one that's hurtin'?_  
 _Trust me, that's the price of beauty_  
 _Who says you're not pretty?_  
 _Who says you're not beautiful?_  
 _Who says?_

* * *

 **I chose to call fem!Peter Penny Parker and Spider-Woman rather than Petra Parker and Spider-Girl. Spider-Woman to differentiate her from May, Peter's daughter in the comics who was Spider-Girl and Penny to differentiate her from Petra, the raging sexist the show tried to pass off as fem!Peter because I did not like that. At all.**

 **If there's any mistakes or something seems just wrong to you or something doesn't flow right please let me know, thank you!**

 **Hope you liked it. Bye!**


	2. Chapter 2

**Hi everyone! I'm back! To be honest I didn't think I would update this quickly.  
**

 **I would love to hear everyone's thoughts about this story so please drop me a review and tell me what you think!**

 **Other than that, please enjoy!**

* * *

Chapter 2: Imperfect Girl

When Penny woke up she found out that, of course, that camera had still been filming. And now her getting taken out by a glue gun was on the internet. Oh well, since she'd only been unconscious for a few seconds no-one had time to take off her mask, she was able to convince them she would get herself checked out at a hospital and slink away. Then she went home where Aunt May crooned and fussed over her and taught her some fighting moves she had learned backpacking through Asia.

* * *

The next day, with an egg-sized knot on her head, Penny heard a knock on the door, she opened it, rubbing her temple absentmindedly.

"Penelope Parker?" asked a dark-skinned woman wearing a long black coat and a serious expression.

"Yes?" Penny straightened her spine instinctively in response to the authority this woman wore like a second skin.

"My name is Nicola Fury, I run S.H.I.E.L.D, you signed up for our singing contest, right?"

Penny nodded, then winced when the movement made her head throb, "yeah," she said instead.

"You're calling yourself Spider-Woman?" The woman asked.

"Uh, yes?" Penny confirmed, it sounded more like a question than a statement so she cleared her throat and tried again, "yeah, I'm Spider-Woman."

Unexpectedly, Fury smiled, "congratulations kid, that video of you sticking up for that boy has gone viral, everyone saw what you did for him, your votes are skyrocketing, everyone wants you to win, regardless of how good you actually are at singing."

"Umm…thanks?" Penny tried still not sure where this was going, "and are you dissing my singing?"

Fury neatly ignored her question and continued. "S.H.I.E.L.D wants you to win too. Actually I'm here to make you an offer."

"One I can't refuse?" Penny teased.

"You can refuse if you want to, but hear me out," Fury requested, "you're now associated with our competition and with S.H.I.E.L.D overall, we'd like to make Spider-Woman the face of our organization."

"What does that mean?" Penny asked.

Fury pulled out a small stack of forms, "it means, that any further events have Spider-Woman's name on them and you'll advertise and spearhead any big events S.H.I.E.L.D has, usually there's one roughly every two months but less with this competition and if it's successful be involved in any other competitions or events, sporting or otherwise."

Sporting events? Like marathons? Because Penny couldn't take two steps across a flat surface without FALLING TO HER DOOM. But the rest sounded pretty chill.

Fury handed the forms to her, "talk it over with your guardian, we understand you have other obligations so we're willing to compromise on the terms. And, of course, you'll be fairly compensated for any work with a substantial paycheck."

"Like _money_ paycheck?!" Penny squeaked, her voice going up several octaves.

Fury gave her a look that said she was wondering if there was actually a brain in Penny's head, it was a look she was intimately familiar with.

"If you're successful in the competition we'll hash out the details later," Fury continued, "but winning is up to you."

"Do you think I can?" Penny asked, this all sounded great but it seemed to hinge on her being able to win this singing competition, or at least get high enough results that she was still recognizable to the audiences and obviously associated with S.H.I.E.L.D.

"No I don't," said Fury bluntly, in Penny's mind's eye the hammer of blunt truths smashed into her chibi Spider-Woman body and sent her flying into orbit. She blinked and the image faded so she tuned back into what Fury was saying.

"But, there's another band, a group of kids your age, interested in working with you. Separately the two of you probably won't last very long, but you could be surprisingly effective together."

"Or a huge flop," Penny countered.

"Don't all great projects have that potential?" Fury asked.

Well, how could Penny argue with a thought she herself had had not too long ago?

"Can I meet them?" She asked.

Fury smiled, "I was hoping you'd ask."

* * *

Penny took it all back; this was the stupidest idea she'd ever heard of. For a 'band' interested in working with her, they didn't seem particularly interested in working with her. At all.  
And they were jerks. Only the blonde, a calm and quiet girl who spoke oddly, named Danielle Rand but who went by 'Dani' seemed to be okay and even she was a jerk if her friends were being jerks, a common trait, unfortunately. Her constant companion, a dark-haired, dark-skinned girl name Luka Cage was kind of a jerk and the sole boy in the band, Avi Ayala, was _really_ a jerk.

But by far the worst was Samantha 'Sam' Alexander.

A pretty part-Latina girl a few inches shorter than Penny with sleek, jet black hair that fell neatly to her waist and dancing dark eyes and the snidest, most mocking, irritating and rude personality Penny had come across in a _long_ time.

Penny wanted to rip her own hair out after being in the same room as Sam for ten seconds, _Sam's_ hair out after one conversation and by the time introductions were over was seriously completing actual physical violence. Only the thought of how upset and disappointed Aunt May would be if she found out Penny had slapped another girl, not to mention the fact that it would _definitely_ get her disqualified from the singing contest, kept her from doing so.

Avi twirled his drumsticks between his fingers, "so, we actually going to play anything, or just stand here talking?"

Avi was a drummer whose superhero name was White Tiger. It was a white, skin-tight onesie with bright yellow eyes, soft grey markings and fake claws in the fingers and a hole at the back allowing his long brown ponytail to poke through.

Luka played bass guitar as Power Girl, she wore hard yellow armour that moulded to her chest over skin-tight black with silver accents and sunglasses, like that was going to stop people from being able to tell who she was.

Dani was a pianist called Iron Fist, apparently she studied Kung-fu and that was the inspiration behind her outfit, she wore skin-tight green that left her face and forearms bare. There was a symbol of a black dragon on her chest and the part of her outfit that covered her genitals was bright eye-catching yellow. That might be the point, Penny realized as Dani caught Luka checking out her butt when she bent over and winked, causing the other girl to hastily look away, her blush all but invisible on her dark skin. Dani's admittedly lovely blonde hair was caught back in a thick braid and her identity was protected by a mask of the same bright yellow that covered the upper part of her face and tied behind her head, still a better disguise than Luka's, Penny supposed.

Sam was an odd superhero named Nova. She had a bright gold helmet that covered the back and sides of her head and neck as well as the top part of her face but left her mouth bare, probably not a bad choice for someone who'd been a singer at some point. The helmet had a large red four-pointed star on the top, between her brows and over her forehead. Her outfit was black but with three large metal gold disks, two on her chest and one on her stomach as well as gold arms covered by black arm guards, a golden belt and gold boots. The whole effect was quite striking, Penny admitted to herself, but declined to say so out loud.

Sam played guitar, she'd also been the one to sing in the first round of the competition. Penny would have considered the possibility that Sam was miffed that Penny was taking her spot but she suspected that Sam Alexander was just an unpleasant person. Penny shut her eyes and took a deep, calming breath, no. That wasn't fair. Sam might seem disagreeable but Penny didn't know her well enough to make assumptions about her character. She tried to tell herself that. It worked. Mostly.

Ever since her Uncle Ben had died over a year ago Penny had been working hard to be the kind, decent person her Uncle had always believed her to be. But there were some times that were harder than others.

"Sure, get ready to be amazed," said Penny, sounding fair braver than she felt, not that it was hard to sound braver than Penny felt at that moment.

She did a few warm up voice exercises while she mentally kicked herself, why was she even bothering? It didn't matter who she was, she could be the next Madonna and it still would not matter. These guys didn't like her, they weren't going to like her singing.

Sam snorted as she grabbed her guitar and strummed it a few times. "You're the one who's going to be amazed Webs," she'd apparently taken one look at Penny's costume and decided to call her that. "But I'm not gonna hold my breath."

In lieu of sticking her tongue out at the other girl Penny turned back to the microphone, screw not having a point! The point was, she was going to make Samantha Alexander eat her superior attitude if it was the last thing she did!

* * *

 _So what you see is what you get_

 _A girl of no regrets  
_

 _I'm not ideal - I'm quite absurd  
_

 _I'm just an imperfect girl  
_

 _I rise above this perfect world  
_

 _I'm just an imperfect, imperfect girl!  
_

* * *

After they were done Penny turned to the rest of 'her' band and was met with four open mouths as they stared at her, well, three, but White Tiger looked as though he might be staring and gaping behind that mask too.

Penny pulled off her own mask, allowing her to breathe easier, "what?" She demanded.

"Sweet Christmas," Luka muttered under her breath, "this might work."

Penny smiled.

* * *

When they went in to perform their song for the S.H.I.E.L.D camera Penny, despite all of Samantha's jokes, managed to avoid getting knocked out, but did bump into another girl in a costume almost identical to her own but slick black with white designs, "oh, sorry," said Penny, moving to the side.

"My bad," said the other girl even though it was obviously Penny's fault. Her head moved and she seemed to look Penny up and down, "you're Spider-Woman."

"Yeah, I am," replied Penny, she couldn't help but be a little bit pleased she and her costume had been recognized, even if it was just as the idiot who got knocked out by a glue gun.

"I saw what you did on the internet," the girl said, she seemed to be about Penny's age but was a shade shorter and slenderer, as opposed to Penny's curvy body. "That was brave." Her voice was muffled by her mask, but _so_ familiar.

"And dumb," said Penny honestly, "but it was the right thing to do so I guess I had to do something, I couldn't just stand by."

"It'd be nice if there were more people in the world like you," said the other girl and Penny blushed.

"Thanks!" For the first time she noticed the white on the girl's costume was a large white spider, covering her entire front. Eat that Nova! Spiders weren't _that_ weird a theme, someone else had done it too!

"Awesome costume!" She said truthfully, it made hers look woefully hand-made, it really was though. "What superhero are you?"

"I'm Venom," said the other girl. Damn, that was a way cooler name than 'Spider-Woman.'

They swapped stories about their songs, it turned out Venom was a soloist, and their inspirations behind their costumes while Penny waited for her band-mates to meet her.

Finally the last person, of course it was Nova, arrived and Venom left to get changed and leave while Penny and her friends went in to perform. Venom waved, "good luck!"

Penny grinned and waved back, "thanks!"

* * *

Because S.H.I.E.L.D hosted smaller events, helping people with their instruments and picking a song/singing Penny saw Venom several times between round two and three. The other girl was always friendly and a brilliant singer, they both made it into the third round.

Penny, who'd been singing for as long as she could talk and was naturally gifted, didn't need the sort of attention her team-mates did so she often found herself hanging out to the side, often with Venom, who chose to stay with her.

They talked about anything and everything but stopped telling each other personal details when they found out they both went to Midtown High and could potentially know each other. That was the best part of their friendship, they had no idea who the other person was under that costume, although Venom reminded Penny a lot of Harry but Harry had said she wasn't entering and, to the best of Penny's knowledge, hadn't changed her mind. Plus, Venom had yet to mention being a billionaire and the daughter of one of the sponsors. Though even if Penny wasn't Harriet Osborn's best friend that would still be a gigantic clue in giving away her identity, there weren't that many teen billionaires living in New York, so even if it was Harry under that mask, Penny couldn't see her telling Spider-Woman that part.

But things that weren't related to their identities were often talked about and once Penny mentioned that she wasn't heterosexual and had a crush on her female best friend, Venom was off and talking. It turned out she was in the same boat, she had a crush on a girl she knew, who she knew was a lesbian but didn't have the courage to say anything, for fear of ruining their friendship, plus, she suspected the friend had a crush on one of the popular girls they knew who Venom didn't like.

She wouldn't give names, of course, but the girl Venom described sounded smart, friendly and funny. It made Penny a little wistful. A relationship was not one of her primary goals in life but now she found herself longing for someone to talk about her the way Venom talked about her crush. The other girl was clearly smitten.

"You should tell her," Penny advised, "she'd be mad not to like you. And even if she doesn't, if she's as cool as you say she is, she'll still be your friend."

Venom laughed, "thanks. I appreciate the thought. But…" she trailed off, "I dunno… I'm kind of…. Well she could do so much better than a girl like me. She's smart, I'm stupid, she's friendly, I'm not and there's that other girl I'm _sure_ she likes…"

"Do. It." Said Penny firmly, "you're not stupid and you're _so_ not _not_ friendly." She shrugged, "and I can't imagine her liking this other girl if she's as mean as you say she is."

"I'm still not the type of person you really want to be involved with," said Venom, "I mean, not intimately. I have tons of friends, but not many people I'm actually close to. I'm kind of…" she hesitated again, which was odd, for her. Venom was usually very straight-forward and confident. "Can I tell you? Can I tell you who I am?" She asked in a rush.

Penny blinked behind her mask, startled, "okay, sure. If you want to." She hadn't expected the conversation to take this turn.

Venom took a deep breath, "I'm Norman Osborn's daughter. My name is Harriet Osborn."

* * *

 **Dun, dun, DUN. Except not really, that was obvious.  
**

 **Let me know what you think guys. Hope you enjoyed. Bye!**


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